Of Things That Change
by ChibiJaime
Summary: MILD SPOILERS. On a quiet night in Radiator Springs, Lightning finds Doc Hudson sitting by the butte, just staring at the turn... but what has the old racecar so down? Rated for angst.


_--Author's Note: Cassy Ford, for the record, is a 1954 Ford Crestline Victoria 2D HT. I thought it appropriate, given. This is the result of my brain liking to fill in the blanks of stories. Please bear with me and I hope you enjoy._

_**BIG HUGE WARNING.** There are SPOILERS in here for parts of and the end of the movie. Don't read if you haven't watched it yet or don't want mild spoilers ruining your experience._

_A huge thank you to Zero Rhapsody, Shannon L, and Miniyuna for going over this for me, both as it was being written and after it was finished. You guys are great and knowing someone thought this crazy piece of insanity-driven-drabble was good gives me some confidence in the end._

_Cars is, of course, not mine. It belongs to Disney and Pixar, which is staffed by people with both more money and better lawyers than I shall ever have.--_

**_--Of Things That Change--_**

Some nights, though tourism had picked up in the tiny town off Route 66, the world just seemed to slow down. It was days like this that got to the town's mayor and doctor, driving him down to the Butte to sit quietly in the dirt between the two tires and length of rope that served as a starting line for the races he sometimes liked to participate in... just for fun.

It reminded him of times that he'd left behind. Better times as well as worse times, for the most part, but they were behind him all the same. He ignored, for a moment, the bustle of the town nearby and stared ahead at the worn turn and remembered the days he used to take a turn like that on an asphalt track to the roar of a screaming crowd... the Fabulous #51 Hudson Hornet.

These days, he was only Doc Hudson, and even though people knew him with the new paint job he'd been given, he didn't much feel like that racecar anymore. Except on nights like these.

It happened that on this night, a night like many others, a young racecar who had made himself and the town famous in a fateful tiebreaker in the Piston Cup had followed the legend down to the dirt track, curious as to what drove him away from the tourists and hopeful prospective residents alike. He had been so happy when the town had come to life again, but on nights like these, he always seemed... sad.

"Hey, Doc."

The crisp, smooth voice of the red #95 cut into the legend's thoughts and he spun, focusing on the young racer. "...hmph. What trouble are you up to tonight, hot rod?"

Lightning only shrugged, coasting down the hill to come to a stop near Doc, stretching on his tires. "Mm... not a lot, actually. I was just up visiting Sally at the Wheel Well... and she told me that even before I showed up... you did this all the time."

"Did what?"

Again with the shrug. Chrysler, that shrug drove him up a wall. "Came down here to stare at the Butte. She told me you always looked like you wanted to go somewhere... but never did."

Doc rolled back a little, immediately looking afronted. "What I do is none of your concern. It's nothing, anyway... just old memories. Nothing important."

Chuckling a little, Lightning circled around the old-timer to stop facing the same way... towards the Butte. "Old memories aren't "nothing important." I think there's something you're not telling us."

"You know... you're right. There's something I'm not telling you." Startled by the admonission, Lightning turned slightly to face the old doctor. "And that's that there's nothing I'm not telling you. For the love of Chrysler, boy, can't you get it through your thick hood?"

Settling low on his tires, Lightning snorted. "Probably because I'm _not_ that thick. C'mon... I'll race you. If you win, I'll leave you alone..."

Doc just backed up to head towards the main road, looking decidedly aloof. "Nor am I that thick, hot rod. You know that's a dumb idea because while you're quick, I've got more tricks left in me than you do in one lugnut."

Looking startled at the comeback, Lightning sped after the Hornet. "Okay, okay, if you say so. I just think you're avoiding the subject!"

"While you're probably right, I just don't feel like talking about it right now."

"So you admit it! There _is_ something you're hiding!"

At that, Doc slammed on his breaks, nearly causing Lightning to crash into his rear bumper had his reflexes not kicked in. "Stop bothering me about this, McQueen. What happened fifty years ago is hardly a concern now. Go home and leave me in peace. I'm tired... tired and needing to sleep and tired of this conversation."

Too shocked for the moment to really make another comment, Lightning backed up slightly, only able to watch in stunned silence as the #51 Hudson Hornet drove back to his office and home.

* * *

"Honey, he always does this. Y'just gotta let 'im be... him." Somehow, that didn't seem like great advice to Lightning, even though it came from Flo. "Doc's never been one t'let folks know how he's feelin'. He's a tough ol' bolt and he'll stay that way till the day they tow 'im away."

Lightning frowned, shifting on his axles as he glanced over at the classic show car. "Flo, there's seriously something he's just not telling us about why he does this. I mean... he was just sitting there, staring. It wasn't... normal."

"Ol' Doc sits out there just'a starin' at nothin' but the hill ev'ry year round 'bout this time," came Mater's faithful drawl from two stalls down. "Nobody knows why. I reckon th'ghost lights got sum'thin' t'do with it."

Sighing, Lightning gave himself a shake, glancing over at the rusty tow truck. "I really doubt he's down there because of the ghost lights, Mater."

"Prob'ly some kinda conspiracy," Fillmore put in. "Man, I hope Doc's not involved with the government in some cover up with the oil companies or..."

Sarge gave an unfriendly grunt, sinking backwards in his stall. "Cool your cylinders, hippy. Doc's probably got a good reason, and I don't think we should be invading his privacy! It's his honest right t'keep it a secret if he wants! S'why this country's a _free_ country!"

Well, that triggered a mild argument. Not that Lightning was in the least bit surprised, but he just wasn't in the mood to listen to the two argue about the government and how it was or wasn't opressing their civil liberties. Ignoring Mater and Flo questioning where he was off to, he pulled out without a word.

What he _did_ want to do was find Doc. The old car was upset, and he got the feeling he didn't want to go home just to sleep. Something was bothering him... something big. Something he was keeping a secret from everyone.

He'd asked Sally earlier and she had given little advice. Only that every year on the same day, Doc would drive down to the Butte and stare at the turn as if he was waiting for something to happen. Many had tried to find out the answer to his reverie, but none had succeeded. When Lightning had stated his interest in finding out the truth, she had only laughed and given him a light kiss on the fender, nudging his bumper with the statement that he was brave... but Doc wasn't stupid.

Which was true, of course. The thing was, he wasn't just in this for the end result of knowing something no one else did.

...okay, so maybe he was. But that didn't mean he didn't have Doc's feelings in mind. He remembered when he was young, he'd always been told that holding something in only made it worse.

So that settled, he decided on the best course of action. He was going to find Doc... and he was going to find out exactly why this night, out of all nights, was so special.

* * *

In Radiator Springs, the best way to find anyone was to ask around. The best people to ask, of course, were the locals that knew the best places to find the one you were searching for.

When he had gone by, the lights at Doc's place had been out and the doors locked, so naturally, Lightning had assumed he was not there. Perhaps he had gone back down to the Butte?

All he found there, however, was empty sand. Back to square one.

Cruising slowly through the dimly lit town, the young racecar put through his mind every place he knew Doc to go when just wanting to get away from everyone. He obviously wasn't at the Wheel Well; Sally would've said something.

His next stop was Luigi and Guido's shop. The Fiat and the forklift were closing up shop for the night, but they took a break in their work to turn to the hot rod when he pulled in. "Ah, Lightning! We were not expecting you to be dropping into our shop at any point on this day!" Luigi was smiling wider than Lightning thought was possible for _any_ car, but he tried not to let that distract him. "To what do we owe your visit to our little shop?"

"Not a whole lot, Luigi," Lightning replied. "I'm just looking for Doc. Have you seen him?"

"The last we saw of Doc Hudson, he was heading towards the edge of town perhaps for a late drive. You could perhaps ask Sheriff? He is always being behind the billboard, taking a nap or two. You could find him there."

Nodding his front slightly, Lightning gave a friendly smile. "Thanks, Luigi. I'll check out there. See you guys later... I've got a racer to find."

He didn't give them any time to reply. No time. His mind was on one thing and one thing only.

What followed naturally was a stop behind the billboard, where Sheriff was snoozing peacefully, light spinning just slightly every time he snored. Chuckling softly, Lightning pulled up close to the cruiser, waiting several moments before stating, a little loudly, "So, Sheriff, catch any speeders today?"

Almost immediately, Sheriff sprung to life, siren going off just once before he scrambled back a few rolls, glancing around. "I wasn't sleepin' on the job! I was just restin' my eyes!" Shaking himself once all over, he bounced, turning to face Lightning with a frown. "...you! What're you doin'? Out here distractin' me from my duty?"

"Not on purpose, Sheriff, I promise." Though the cop car gave him a speculative look, he ignored it and continued. "Look, Luigi told me that Doc headed out this way. I really need to talk to him, so I was wondering if you could tell me which way he went."

Sheriff blinked, rolling forward slightly. "Just lookin' for Doc, huh? Well, I can tell you he isn't out here, or past the city limits. He came out to check on me, then headed back into town."

"You're _sure_?"

"Sure as my light's red. Now get goin'. I've got a job t'do."

Smiling a little, Lightning backed up, heading back into town. "Sure you do, Sheriff. See ya around."

* * *

Well, so far, two hours of his night had been shot, and he was slowly losing time. It was getting close to midnight, and Lightning was fairly convinced that if he didn't find Doc soon, he wasn't going to find him at all.

The lights were still off at the clinic, so that was a no go... and very few residents of the sleepy desert town were still awake.

He knew the ones that were, however, and one of them was cruising the main street, passing him with a cheerful flicker of his headlights. "Heeeey, Lightning! What you up to this late, hah? Figured you'd be up with Sally, you know? Heheh... bein' a married car myself, I know how life can be when you're living the waiting game!"

Ah, good ol' Ramone. Probably the town's best source of information.

...well, it was worth a try.

"Eh, I felt like taking a drive. And besides that, I've been looking for Doc. Got something I wanted to talk to him about. Have you seen him around tonight?"

The lowrider pondered that for a second, tilting up on one piston, glancing skyward. "Hm... you know, I haven't seen him tonight. Sorry, bro. Wish I could be more help, but sometimes ya just miss people, y'know what I'm saying?"

Giving a sigh, Lightning shrugged, forcing a smile onto his face. "Yeah... I definitely know the feeling. Hey, tell Flo I said hi and I'm sorry for ditching so early tonight. Catch ya later, Ramone."

Shrugging in reply, Ramone tilted his spoiler with a grin. "Whatever you say, man. I can definitely do that for you, no problem. Catch you later!"

As Ramone drove off, back towards the little place he shared with Flo between their businesses, Lightning sighed and sank down on his tires again. This was starting to look hopeless.

It was then that he noticed one more light on on the empty street... and that was at the fire station. Red was outside, quiet as always, smiling and humming a little tune Lightning felt he somehow recognized. Every now and again, he'd heard it coming from Doc's clinic. The firetruck was peacefully watering his flowers for one last time that night, but he glanced up when he noticed Lightning alone in the road. Flicking his ladder in a brief wave, he went back to what he was doing.

"Hey, Red." The truck twitched his ladder again, but as usual, he said nothing. Just kept watering his flowers. "...this is gonna sound nuts, Red, but you had to have heard me talking to Ramone..." A nod. "Okay... look... I really need to find Doc and you're my last shot. Have you...?"

He didn't even finish his sentence. Red nodded once again, smiling amiably, as he pointed his hose down the street... right at the clinic.

And looking down there, Lightning noticed something he hadn't just driving by in the front. A single light on in the back corner of the old-timer's garage.

He had been there all along. Smiling a little, he glanced towards Red with a word of thanks before heading off down the street.

For what it was worth, Red gave a knowing smile and backed into his space for a night's sleep.

* * *

That same song Red had been humming was the one Lightning heard as he pulled slowly up to Doc's old garage, and he sat there for a long moment, thinking of the best way to enter without getting shouted at or run over. He frowned. That was why the song had sounded familiar... Doc listened to this sometimes, and whenever he did, he seemed kind of... misty.

Slowly, carefully, he moved forward, using one tire to very carefully push the door open... this time, the door was unlocked. Had he just gotten back? And there the old car sat, looking at a picture on the wall that the young racer had not noticed before. It was in black and white, as many things were in there, but the car in it was an undeniable classic... and judging by that classic frame, she was definitely from the Ford line.

Which meant one of two things. She had been a spokescar for Doc's sponsor when he had raced... or something _far_ more important than that.

Squinting, he fought to read the text... and the headline was loud and clear. Far louder than anything else he could've even imagined.

_**Ford Granddaughter Says Yes - Fans Stunned**_

He knew the other car in the picture, too... that was Doc...

"She's gorgeous, Doc." He was speaking before he was thinking... but he couldn't hold it in any longer. "Why haven't you ever introduced us to her? She's a knockout!"

That startled Doc cleanly out of his thoughts and he spun, knocking over a stack of boxes that landed squarely on top of him, causing him to shout and use a few colorful obscenities Lightning was fairly sure he hadn't heard before. "Why can't you ever mind your own business, hot rod! I thought I told you I wanted to be left alone!"

But Lightning wasn't backing down. Not this time. As the old doctor shook the boxes loose, he rolled forward, frowning. "She's the reason you go out there on the same night every year, isn't she? What? Did she leave you? Did the wreck make her forget you, did someone else woo her, did--..."

"She _died_, McQueen! She died fifty years ago and I don't..." Rolling back a little, Doc glanced down and away, turning away from Lightning. "I don't like talking about it."

Lightning was struck silent by the sudden outburst, staring before backing off. "I... Doc, I... I'm sorry, I didn't mean... if I'd known..."

Sinking slightly, the former racer just sighed. "You didn't know because I didn't wanna talk about it and I still don't. It hurts, kid, to lose something... that important to you."

An uneasy silence fell over the pair then, and Lightning did not leave. Doc didn't tell him to. They sat for a long moment, both of them staring at the picture of the pretty little Ford. "What was her--..."

"Cassy. Cassy Ford. She was the great-granddaughter of Henry Ford himself."

Letting out a sort of awestruck sound, Lightning lifted his eyes to the picture. "The great-granddaughter of... _the_ Henry Ford? Wow..." He looked over at Doc again. "How... how did you meet her? I mean... wow, she'd be like, the _princess_ of the road!"

Doc shifted, glancing at the picture before looking back at Lightning. "She first came to a race at the beginning of the 1954 season..."

* * *

_1954 Piston Cup Circuit; Season Start_

The race had been a great one, and the gleaming black and white sitting in the winner's circle had just finished shaking off the water his pit crew had splashed on him. It had been a great race, he was in his best form...

And he was distracted. Distracted by the newspaper reporters rolling back, startled, as a salmon colored Crestline Victoria rolled through the din, a smile on her face and eyes half-closed as she focused right on him, making a beeline right towards the young #51.

"Well," she chuckled softly as she drove one circle around him, the reporters staring on in shock, "that was some race. You really are him, aren't you?"

Rolling back a little, the Hornet swallowed, shifting on his tires. "Ah... last I checked. #51, the... the Fabulous Hudson Hornet... and... you are?"

The Crestline laughed, nudging his fender with hers. "Silly. My name's Cassy Ford."

And the cameras started flashing. There were the questions, there were the reporters... _the_ Cassy Ford, talking to him, in the winner's circle! This was... incredible!

Clearing his throat in an attempt to save face, he drove around slightly, blocking the cameras from seeing the lady who had come to see him. "Here... let's go speak in my booth. There's less people there. It's more private."

As the cameras continued to click, the salmon colored Crestline chuckled softly, nudging his bumper. "I do like a car who knows what he wants..."

* * *

Out of the way of the cameras, the #51 gave a deep sigh, smiling as he turned to face the Crestline. She was smiling pleasantly as he rocked back on his tires, letting out a quiet sound. "So... Miss Ford... what brings you down to see me?"

"I wanted to congratulate you, for one," Cassy replied. "You're a brilliant racer. I've never seen a car with that much... ah... panache, is it? Yes, panache. That much panache on the track."

Rocking back a little further, Hudson rolled his eyes skyward with a nervous chuckle. "Ah, well... I'm not exactly brilliant. I just had a good trainer. Nothing more to it than that."

Cassy laughed and smiled, nudging bumpers with the racecar again. "Oh, there _has_ to be more to it than that. Look at you! You're at the top of your trick. Almost everyone knows your name, and _certainly_ everyone knows your number. The car with the most wins in a season ever... three straight Piston Cup titles in your name!"

"I see you're a racing fan." The Hornet laughed softly. "So you came all this way... just to see me race?"

Smiling brightly, Cassy revved her engine, enough to make Hudson laugh. "You're my hero... I just thought you'd want to know that."

* * *

Time went by, and at every race, there was that salmon pink Crestline, cheering from her private seat and waiting for him right outside the winner's circle, bouncing lightly on her tires. The papers all were carrying the story, of course... Fabulous #51 hobnobbing with Cassy Ford. There was no need for the shyness after a certain time, and the relationship he kept with his new companion grew from friendship into something far more.

Each race brought them a little closer. There were times that she would show up early just to give him a kiss on the hood and wish him luck. Sometimes, he felt he raced better on those days.

So it came a week before the big qualifying race for the Piston Cup finals that he made his decision, approaching Cassy cautiously after another successful run. This time, she was being shy. Oh, she was a smart girl... if that hood ornament behind him was any indication, she knew what was coming.

All that was heard from that little booth after the question was asked was the overjoyed squeal of "of _course_!" from the salmon pink Crestline that had gone in just moments before.

Of course the reporters were interested, and as soon as the two rolled out of the tent, the questions were flying. Holding himself high on his tires, Hudson cleared his throat. "Attention... ah, your attention, please? I know a lot of you have been reporting lately that I have been spending a great deal of time with... Miss Cassy Ford." He paused through another flurry of camera flashes before continuing. "Well... today, I'd like to formally announce that Miss Cassy Ford has agreed to be... _Mrs_. Hudson Hornet. Further plans will be announced later in the month."

And amidst the flashing cameras and flurry of questions, the Fabulous #51 gave a content sigh as he felt the bumper of the Crestline beside him rest against his.

He was happy.

* * *

The day of the big qualifying race, Hudson rolled back and forth, frowning softly as he tried to stay calm. He'd gotten the call from Cassy three days ago... she was supposed to meet him yesterday at the opening ceremonies, but she'd been nowhere to be seen. Now he was pacing, worried, trying to find out where she had gotten to.

Minutes before he was set to hit the track, his pit crew captain raced up beside him, panting heavily and looking distraught. "Bill? What in the world happened to you!"

"Hornet, it's... it's Miss Ford...!"

Blinking as he tried to discern what was going on from mere facial expression, Hudson gave his front end a shake. "Bill... come on, out with it! Did she call? Is she late? What's going on; where is she!"

Bill just shook, rolling back slightly as he gazed downward. "She was on her way here with an escort, Hornet... I... sir, it must've been... Miss Ford's gone, Hornet, she got... a drowsy truck sideswiped her into one of her escorts and they went over an embankment. I'm sorry, Hornet, she didn't make it."

For a moment, Hudson said nothing. He just sat there, staring at his pit crew captain, looking as if he'd just been hit by a train. It couldn't be. It just... it couldn't. Cassy was... he had to be joking.

There was no time for him to ask or to mourn, however, as a few members of his pit crew - those who hadn't heard - urged him out onto the track. But as the green flag flew, he just couldn't concentrate on the race. His mind was elsewhere. How...! How could this happen!

It just... wasn't...

A sudden explosion of fire and pain stopped that thought right where it was, and in a wreckage-tossing whirlwind of screaming and cameras...

When he came to a stop, all he could register was pain, rampaging through his frame from his hood to his undercarriage. Bill was at his side, calling his name, trying to get him to wake up...

All he could think about as he slipped into unconsciousness, however... was Cassy.

* * *

_2006, Radiator Springs_

Minutes had passed since Doc had stopped talking, and Lightning just sat there, mouth partly opened as he tried in vain to think of something - anything - to say. Doc was not facing him, but by the way he was carrying himself... Chrysler, how could he have been so selfish about this?

"Doc, that... I'm... really sorry..."

"So now you know." The old racer's voice was quiet... a bit rougher than usual. "I quit racing because everyone gave up on me. Because when I came back, they said I was through... they didn't say I was through because I didn't have it in me, kid. They told me to give it up because I couldn't let go of Cassy."

That air of uneasy silence fell again and Lightning shifted, hunkering down on his wheels and looking very much like the toy car caught with his siphon in the oil can. "I... so... so that's why you called the media back then. You saw me getting close to Sally..."

Doc went rigid in an instant, all the way down to his radials. "I didn't want to see her hurt like I hurt Cassy. She came to see _me_, rookie. To watch me race. Sally... she's young, like Cassy was. I didn't want to see her suffer like that."

"So the nights you go to the Butte..."

"The anniversary of Cassy's wreck. Turns out she'd passed away two days before that race. I was just finding out." He sighed. "I'm not ready to talk about this to the others just yet, Lightning." The young racecar started, looking surprised. It was rare that Doc actually called him by name... which usually meant he was being very, very serious. "I'd appreciate it if you didn't tell them until I'm ready to do it myself."

The red #95 nodded slightly, backing towards the door. "Whatever you say, Doc... but seriously... if fifty years isn't enough time..."

"Sometimes it takes a lot longer than you'd think to let go of what's holding you back, rookie. You'll learn that someday."

Those words still ringing in his mind, Lightning gave one last nod and with a subdued goodnight, he backed out of the garage, heading back to the Wheel Well Inn. Some questions were asked, certainly, but Lightning was able to brush them off with a little charm and a smile.

And Doc went on with his usual routine the next day as if nothing had happened the night before, with the knowledge there that in a year the day would come again, and again his friends would wonder why the Fabulous #51 Hudson Hornet would sit down by the Butte.

Everyone but one car, who knew that every year he sat, waiting for the silhouette of a salmon colored Crestline that was never going to come.

**_--End--_**


End file.
